BBGI · Beasley Broadcast Group, Inc.

This refinancing event represents a high-materiality structural shift in Beasley Broadcast Group’s capital structure. The Company retired $15.899 million of its 11.000% First Lien Notes — reducing immediate cash interest burden — but left $15.0 million of those notes outstanding, preserving a senior secured obligation with higher coupon and earlier maturity (2028) than the newly issued PIK Notes. More significantly, the exchange of $184.056 million of 9.200% Second Lien Notes into $92.028 million of 10.000% PIK Notes due 2027 effectively doubles the effective interest cost through payment-in-kind accrual, deferring cash outflows while compounding principal. Critically, the consent solicitations resulted in the release of all collateral securing the original second lien notes, meaning the new PIK Notes — though senior secured — now lack dedicated collateral coverage, substantially diminishing recovery prospects in distress. The offering was conducted under SEC exemptions (Rule 144A and Regulation S), limiting investor base to qualified institutional buyers and non-U.S. persons, which constrains secondary market liquidity and increases reliance on a narrow group of holders. Settlement remains contingent and is expected on or around April 30, 2026, with explicit disclosure that the Company may withdraw the Offers at any time — underscoring execution risk. Collectively, this transaction prioritizes near-term liquidity preservation over long-term balance sheet resilience, increasing leverage complexity, interest expense visibility, and structural subordination risk for junior creditors and equity holders.